UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2021
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the transition period from _____ to _____
Commission file number of the issuing entity: 333-184376-07
Central Index Key Number of the issuing entity: 0001584492
COMM 2013-LC13 Mortgage Trust
(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001013454
Deutsche Mortgage & Asset Receiving Corporation
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0001541294
German American Capital Corporation
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001541468
Ladder Capital Finance LLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001542256
Natixis Real Estate Capital LLC
(exact name of the sponsor as specified in its charter)
|
New York
(State or other jurisdiction of
incorporation or organization of
the issuing entity) |
46-3607120
46-3836082
46-7055933
(I.R.S. Employer
Identification Numbers) |
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana, CA
(Address of principal executive offices of the issuing
entity)
92705
(Zip Code)
Registrant’s telephone number, including area
code:
(212) 250-2500
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| None |
|
|
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. ☐ Yes ☑ No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☑ No
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☑ (Do not check if a smaller reporting company) |
Smaller reporting company |
☐ |
| |
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation
to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). ☐ Yes ☑ No
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price
of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. ☐ Yes ☐ No
Not applicable.
Indicate the number of shares outstanding of each of the registrant’s
classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders;
(2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.
The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year
ended December 24, 1980).
Not applicable.
EXPLANATORY NOTES
The Exhibit Index describes exhibits provided by certain parties (in their
capacities indicated on the Exhibit Index) with respect to the 15 MetroTech Center Mortgage Loan, which constituted approximately 7.4%
of the asset pool of the issuing entity as of its cut-off date. The 15 MetroTech Center Mortgage Loan is an asset of the issuing
entity and is part of a loan combination that includes the 15 MetroTech Center Mortgage Loan and one other pari passu loan, which is not
an asset of the issuing entity. This loan combination, including the 15 MetroTech Center Mortgage Loan, was serviced under the Pooling
and Servicing Agreement for the issuing entity prior to the closing of the securitization of the other pari passu portion of the 15 MetroTech
Center loan combination in the Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12 transaction, Commission File Number 333-180779-05
(the “MSBAM 2013-C12 Transaction”). After the closing of the MSBAM 2013-C12 Transaction on October 23, 2013, this loan
combination, including the 15 MetroTech Center Mortgage Loan was, and will continue to be, serviced and administered pursuant to the pooling
and servicing agreement with respect to the MSBAM 2013-C12 Transaction, which is incorporated by reference as Exhibit 4.2 to this Annual
Report on Form 10-K.
The master servicer of a pooling and servicing agreement or trust and servicing
agreement also functions as the primary servicer of the related mortgage loans serviced and administered pursuant to such agreement unless
a separate primary servicer is identified herein. If this report does not identify a separate primary servicer, the servicer compliance
statement provided by the master servicer under any such agreement also encompasses its responsibilities as primary servicer of the related
mortgage loan or mortgage loans.
Midland Loan Services, a Division of PNC Bank, National Association is the
master servicer of the mortgage loans serviced under the Pooling and Servicing Agreement and the special servicer of the 15 MetroTech
Center Mortgage Loan prior to June 24, 2021. As a result, Midland Loan Services, a Division of PNC Bank, National Association is a “servicer”
as defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities described above, because it is servicing mortgage loans that constituted
10% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria,
accountants’ attestation reports and servicer compliance statements delivered by Midland Loan Services, a Division of PNC Bank,
National Association in the capacities described above are listed in the Exhibit Index.
CWCapital Asset Management LLC is the special servicer of the 15 MetroTech
Center Mortgage Loan, which constituted approximately 7.4% of the asset pool of the issuing entity as of its cut-off date. In accordance
with the Compliance and Disclosure Interpretations, Section 200.03 (Rules 13a-18 and 15d-18, Servicer’s Assessment of Compliance),
this percentage must be reduced pro rata because it was only acting as special servicer of the 15 MetroTech Center Mortgage Loan from
June 24, 2021 to December 31, 2021. As a result, it falls below the de minimis requirements in Item 1122 of Regulation AB and no such
assessment or attestation is required.
U.S. Bank National Association acts as trustee of the mortgage loans serviced
under the Pooling and Servicing Agreement and the 15 MetroTech Center Mortgage Loan. Pursuant to the Pooling and Servicing Agreement and
the pooling and servicing agreement for the MSBAM 2013-C12 Transaction, the trustee is required to provide an assessment of compliance
with applicable servicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guarantees
regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved
as specified in the transaction agreements). However, during the reporting period, the trustee did not perform any servicing function
with respect to the servicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer,
to the extent required, performed the servicing function identified with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such
party included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance with applicable servicing criteria and accountant’s
attestation report for the subject transaction. As a result, this Annual Report on Form 10-K does not include an assessment of compliance
with applicable servicing criteria of the trustee. One or more other servicers of the mortgage loans serviced under the Pooling and Servicing
Agreement and the 15 MetroTech Center Mortgage Loan have delivered one or more assessments of compliance with respect to Item 1122(d)(2)(iii)
of Regulation AB.
This Annual Report on Form 10-K includes assessments of compliance with applicable
servicing criteria and accountants’ attestation reports from CoreLogic Solutions, LLC. This entity was engaged by the primary
servicer of the 15 MetroTech Center Mortgage Loan to remit tax payments received from the escrow accounts of borrowers to local taxing
authorities, to report tax amounts due, to verify tax parcel information, and to verify non-escrow tax payments. These servicing functions
are included within the servicing criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB. Therefore, under
the principles-based definition of “servicer” set forth in Item 1101(j) of Regulation AB that looks to the functions that
an entity performs, this vendor is a “servicer” for the purposes of Item 1122 of Regulation AB. See Compliance
and Disclosure Interpretations, Section 301.01 (Item 1101(j)).
This Annual Report on Form 10-K includes an assessment of compliance with
applicable servicing criteria, accountants’ attestation report and servicer compliance statement from Computershare Trust Company,
National Association (“CTCNA”). CTCNA was engaged by Wells Fargo Bank, National Association (“Wells
Fargo”), in its capacity as custodian, to perform certain specified servicing functions identified in the assessment of compliance
with applicable servicing criteria and accountants’ attestation reports. Wells Fargo engaged CTCNA in connection with the sale of
Wells Fargo’s corporate trust services business to CTCNA and its affiliates.
The assessment of compliance with applicable servicing criteria, accountants’
attestation report and servicer compliance statement of the certificate administrator of the 15 MetroTech Center Mortgage Loan is omitted
from this Annual Report on Form 10-K as the certificate administrator pursuant to the related pooling and servicing agreement or trust
and servicing agreement does not perform any activities that address servicing criteria with respect to the issuing entity and because
it is not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.
With respect to the pari passu loan combination that includes the 15 MetroTech
Center Mortgage Loan, (i) the report on assessment of compliance with servicing criteria and attestation report on assessment of compliance
with servicing criteria of CWCapital Asset Management LLC as special servicer of the 15 MetroTech Center Mortgage Loan on and after June
24, 2021 listed on the Exhibit Index are omitted from this Annual Report on Form 10-K for the reasons set forth in the Explanatory Notes
above; and (ii) the servicer compliance statements of Wells Fargo Bank, National Association as primary servicer of the 15 MetroTech Center
Mortgage Loan and CWCapital Asset Management LLC as special servicer of the 15 MetroTech Center Mortgage Loan on and after June 24, 2021,
listed on the Exhibit Index are omitted from this Annual Report on Form 10-K as they are not required by Item 1123 of Regulation AB to
be included on this Annual Report on Form 10-K because they are each an unaffiliated party that is not a “servicer” that meets
the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
No single obligor represents 10% or more of the pool assets held by the issuing
entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
Financial Information.
No entity or group of affiliated entities
provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114(a)
of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).
No entity or group of affiliated entities provides any derivative instruments
or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceeding involving the
trust or any party related to the trust, other than routine litigation incidental to the duties of those respective parties, and the following,
with respect to CWCapital Asset Management LLC, as Special Servicer, Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian, U.S. Bank National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator and
Custodian.
From time to time, CWCapital Asset Management LLC, a
Delaware limited liability company (“CWCAM”), is a party to lawsuits and other legal proceedings as part of its duties
as a special servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. Other than as set forth
in the following paragraphs, there are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental
authorities, against CWCAM or of which any of its property is the subject, that are material to the certificateholders.
On December 17, 2015, U.S. Bank National Association,
the trustee under five pooling and servicing agreements for (i) Wachovia Bank Commercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial
Trust 2007-C2, (iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust 2007-5 and (v) ML-CFC Commercial
Mortgage Trust 2007-6 commenced a proceeding with the Second Judicial District Court of Ramsey County, Minnesota (the “State
Court”) for a declaratory judgment as to the proper allocation of certain proceeds (“Disputed Proceeds”)
received by CWCAM in connection with the sale of the Peter Cooper Village and Stuyvesant Town property in New York, New York securing
loans held by those trusts. CWCAM was the special servicer of such property. The petition requests the State Court to instruct the trustee,
the trust beneficiaries, and any other interested parties as to the amount of the Disputed Proceeds, if any, that constitute penalty interest
and/or the amount of the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, with respect to each trust. On February 24,
2016, CWCAM made a limited appearance with the State Court to file a motion to dismiss this proceeding based on lack of jurisdiction,
mootness, standing and forum non conveniens. On July 19, 2016, the State Court denied CWCAM’s motion to dismiss. On July 22, 2016,
the action was removed to federal court in Minnesota (“Federal Court”). On October 21, 2016, the Federal Court held
a hearing on the motion to transfer the action to the United States District Court for the Southern District of New York (“SDNY
Court”), a motion to remand to state court and a motion to hear CWCAM’s request for reconsideration of the motion to dismiss.
On March 14, 2017, the Federal Court reserved the determination on the motion to hear CWCAM’s request for reconsideration of the
motion to dismiss, denied the motion to remand the matter to state court and granted the motion to transfer the proceeding to the SDNY
Court. Cross motions for judgment on the pleadings were filed but the SDNY Court was unable to decide the case based on the pleadings
and the SDNY Court ordered discovery. All fact discovery was completed in December, 2018 and expert discovery was completed on March 15,
2019. The parties submitted cross motions for summary judgment, and on March 19, 2020, the SDNY Court entered an opinion and order in
which it granted summary judgment in CWCAM’s favor and held that CWCAM was entitled to the entire amount of penalty interest and
that CWCAM’s determination of Yield Maintenance was correct. In the 127-page opinion, the SDNY Court found for CWCAM on every issue
presented by the trustee’s petition, namely, that the funds in dispute constitute penalty interest and yield maintenance, not gain-on-sale
proceeds, and that the amount of penalty interest and yield maintenance was correctly calculated. An appeal of the SDNY Court’s
decision was taken on April 29, 2020. Oral argument on the appeal occurred on June 21, 2021. The parties await the decision of the appeals
court.
On December 1, 2017, a complaint against CWCAM and others
was filed in the United States District Court for the Southern District of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital
Investments LLC, No. 17-cv-9463 (the “Original Complaint”). The gravamen of the Original Complaint alleged breaches
of a contract and fiduciary duties by CWCAM’s affiliate, CWCapital Investments LLC, in its capacity as collateral manager for the
collateralized debt obligation transaction involving CWCapital Cobalt Vr Ltd. In total, there are fourteen counts pled in the Original
Complaint. Of those fourteen, five claims were asserted against CWCAM for aiding and abetting breach of fiduciary duty, conversion and
unjust enrichment. On May 23, 2018, the Original Complaint was dismissed for lack of subject matter jurisdiction. On June 28, 2018, CWCapital
Cobalt Vr Ltd. filed a substantially similar complaint in the Supreme Court of the State of New York, County of New York styled as CWCapital
Cobalt Vr Ltd. v. CWCapital Investments LLC, Index No. 653277/2018 (the “New Complaint”). The gravamen of the New
Complaint is the same as the previous complaint filed in the United State District Court for the Southern District of New York. In total,
there are sixteen counts pled in the New Complaint. Of those sixteen counts, five claims were asserted against CWCAM for aiding and abetting
breach of fiduciary duty, conversion and unjust enrichment, one count seeks a declaratory judgment that the plaintiff has the right to
enforce the contracts in question and one count seeks an injunction requiring the defendants to recognize the plaintiff as the directing
holder for the trusts in question. On January 11, 2019, the plaintiff dismissed with prejudice the declaratory judgment and injunction
counts. The New Complaint and related summons were not served on the defendants until July 13, 2018 and July 16, 2018. The plaintiff’s
motion for a preliminary injunction was denied by the court on July 31, 2018. On August 3, 2018, the defendants, including CWCAM, filed
a motion to dismiss the New Complaint in its entirety. On August 20, 2019, the court entered an order granting defendants’ motion
almost in its entirety, dismissing eleven of the sixteen counts and partially dismissing two additional counts. Of the remaining counts,
two are asserted against CWCAM for aiding and abetting breach of fiduciary duty and unjust enrichment. On September 19, 2019, CWCapital
Cobalt Vr Ltd. filed a notice of appeal relating to the August 20, 2019 dismissal order and on September 26, 2019, filed an amended complaint
against CWCI and CWCAM attempting to address deficiencies relating to certain of the claims dismissed by the August 20, 2019 order. CWCI
and CWCAM filed their Motion to Dismiss the amended complaint on October 28, 2019. The court heard argument on the Motion to Dismiss the
amended complaint on January 22, 2020 and on October 23, 2020, the court granted the motion dismissing the amended claims. On November
30, 2020, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to the October 23, 2020 dismissal order. On April 27, 2021, the First
Department affirmed the dismissal as to claims against CWCAM that were part of the August 20, 2019 dismissal, but reversed the dismissal
of two counts for breach of the Collateral Management Agreement against CWCI. CWCI has sought leave to file an appeal of the decision.
Both requests for leave were denied by the First Department. The plaintiff has also sought leave to appeal the dismissal of the claims
against CWCAM. CWCAM believes that it has performed its obligations under the related pooling and servicing agreements in good faith and
the remaining allegations in the New Complaint are without merit.
On January 24, 2016 PSW NYC LLC commenced a complaint
(the “PSW Complaint”) with the Supreme Court of the State of New York, County of New York (the “PSW Court”)
against Bank of America, N.A. as trustee under the pooling and servicing agreements for Wachovia Bank Commercial Mortgage Trust 2007-C30
and COBALT CMBS Commercial Trust 2007-C2, U.S. Bank National Association as trustee under the pooling and servicing agreements for Wachovia
Bank Commercial Mortgage Trust 2007-C31, ML-CFC Commercial Mortgage Trust 2007-5 and ML-CFC Commercial Mortgage Trust 2007-6 (collectively,
the “PSW Trusts”), PCV-M Holdings LLC and CWCapital Asset Management LLC, individually and as special servicer for
the PSW Trusts (collectively, the “Defendants”), seeking either (a) damages in an amount to be determined by the PSW
Court but alleged by the plaintiffs to be approximately $500,000,000, such amount being the amount PSW NYC LLC alleges would have been
recovered on certain mezzanine loans (the “PCVST Mezzanine Loans”) related to the Peter Cooper Village and Stuyvesant
Town property (the “PCVST Property”) in New York City which PSW NYC LLC sold to an entity related to the Defendants
pursuant to a settlement agreement related to certain prior litigation (the “2010 Settlement Agreement”) or (b) the
rescission of the 2010 Settlement Agreement which would result in, among other things, the rescission of the sale of the PCVST Mezzanine
Loans and a claim for certain proceeds from the sale of the PCVST Property. PSW NYC LLC alleges that the Defendants procured the 2010
Settlement Agreement by fraud and further that the terms of the 2010 Settlement Agreement were breached by the Defendants. On February
26, 2016, CWCAM on behalf of itself and the other Defendants filed a motion to dismiss the PSW Complaint (the “CWCAM Motion to
Dismiss”). On April 11, 2016, PSW NYC LLC opposed the CWCAM Motion to Dismiss and cross-moved for a partial summary judgment
on liability regarding allegations of breach of the 2010 Settlement Agreement (the “PSW Cross-Motion”). On May 5, 2016,
the Defendants subsequently filed their reply and opposition to the PSW Cross-Motion. On August 23, 2016, oral arguments were provided
to the PSW Court regarding the PSW Complaint, the CWCAM Motion to Dismiss and the PSW Cross-Motion and the PSW Court took such arguments
under advisement. On October 31, 2016, the PSW Court issued an order granting the CWCAM Motion to Dismiss, denying the PSW Cross-Motion
and dismissing the PSW Complaint with prejudice. Subsequently, PSW NYC LLC filed a notice of appeal relating to such order. On February
21, 2017, PSW NYC LLC filed its appeal and supporting brief arguing that the PSW Court erred by finding no breach of the assignment agreement
and no fraudulent inducement. Oral argument was heard on May 4, 2017 at which point the court took the arguments under advisement. On
May 25, 2017, the New York First Department appellate court affirmed the dismissal of all PSW claims and denied a request for leave to
appeal to the New York Court of Appeals on September 12, 2017.
On March 31, 2016, RAIT Preferred Funding II, Ltd. (“RAIT Preferred
Funding”) commenced a complaint (“RAIT Complaint”) with the Supreme Court of the State of New York, County
of New York (the “RAIT Court”), claiming it owns $18,500,000 of a mortgage loan secured by the development of the One
Congress Street Property in Boston, Massachusetts (the “Loan”) and seeking (a) a declaratory judgment stating that
RAIT Preferred Funding is the directing lender under a co-lender agreement dated March 28, 2007 and a pooling and servicing agreement
dated March 1, 2007 (collectively, the “Operative Agreements”) and was the directing lender at the time of the improper
modification of the Loan, (b) a declaratory judgment stating that RAIT Preferred Funding has the right to terminate the special servicer,
(c) monetary damages for the value of the bonds and fees paid to CWCAM as the special servicer of the Loan and (d) other things. On May
17, 2016, CWCAM filed a motion to dismiss the RAIT Complaint (“Motion to Dismiss”) stating that the RAIT Complaint
did not state a claim and the essential facts of the RAIT Complaint are negated by affidavits and evidentiary materials submitted with
the RAIT Complaint. On June 14, 2016, RAIT Preferred Funding filed a Memorandum of Law in Opposition to the Motion to Dismiss (“Opposition”)
stating that the claims in the RAIT Complaint were properly stated. On June 30, 2016, CWCAM filed a reply in support of the Motion to
Dismiss and in response to the Opposition, stating that each of CWCAM’s arguments is supported by the express language of the agreements
between the parties, the documentary evidence and New York case law. On September 30, 2016, RAIT Preferred Funding and CWCAM entered into
a confidential Settlement Agreement (the “2016 Settlement”), which provides for a stay of the RAIT Preferred Funding
litigation (the “Litigation Stay”) through August 25, 2017. Pursuant to the terms of the 2016 Settlement, upon satisfaction
of a term of the 2016 Settlement by August 25, 2017 (or such later date agreed to by the parties), the RAIT Preferred Funding litigation
will be dismissed with prejudice. On May 19, 2017 the Borrower repaid the Loan in accordance with the terms of the notes and satisfied
the condition to dismissal with prejudice. RAIT has refused to dismiss the case and is claiming that the B Note should be paid in full.
CWCAM believes that it has performed its obligations under the Operative Agreements in good faith, and that the action should be dismissed
with prejudice. On August 29, 2017, the RAIT Court granted leave to RAIT Preferred Funding to amend its complaint. On September 20, 2017,
RAIT Preferred Funding filed an Amended Complaint (the “RAIT Amended Complaint”), which omits its original claims,
adds Wells Fargo Bank as a defendant, and seeks (a) specific performance requiring repayment of the $18,500,000 principal amount of the
B Note or, in the alternative, monetary damages, including the $18,500,000 principal amount of the B Note, in an amount to be determined
at trial, (b) monetary damages on any fees paid to CWCAM as special servicer or Wells Fargo Bank as master servicer in connection with
the borrower’s repayment of the Loan, (c) a declaratory judgment that RAIT Preferred Funding is entitled to recover the full $18,500,000
principal amount of the B Note, (d) punitive damages against CWCAM, and (e) other things. On October 11, 2017, CWCAM filed a motion to
dismiss the RAIT Amended Complaint (“CWCAM Motion to Dismiss Amended Complaint”) stating that the RAIT Amended Complaint
did not state a claim and the essential facts of the RAIT Amended Complaint are negated by the Operative Agreements and other admissible
evidentiary materials. On November 13, 2017, Wells Fargo Bank filed a motion to dismiss the RAIT Amended Complaint (the “Wells
Fargo Motion to Dismiss Amended Complaint”) and joined the CWCAM Motion to Dismiss Amended Complaint. On January 29, 2018, the
court dismissed all claims but for breach of contract and discovery commenced. CWCAM filed a Motion for Summary Judgment on March 18,
2019. This matter was settled and the case dismissed on May 15, 2019.
Deutsche Bank Trust Company Americas (“DBTCA”) and Deutsche
Bank National Trust Company (“DBNTC”) have been sued by investors in civil litigation concerning their roles as trustees
of certain residential mortgage-backed securities (“RMBS”) trusts.
On June 18, 2014, a group of investors, including funds managed by Blackrock
Advisors, LLC, PIMCO-Advisors, L.P., and others, filed an action against DBNTC and DBTCA in New York State Supreme Court alleging that
DBNTC and DBTCA failed to perform purported duties, as trustees for 544 private-label RMBS trusts, to enforce breaches of representations
and warranties as to mortgage loans held by the trusts and to enforce breaches by servicers of their mortgage loan servicing obligations
for the trusts. During the course of the litigation, plaintiffs dismissed the case from New York State Supreme Court and refiled two separate
cases, one in the U.S. District Court for the Southern District of New York (the “BlackRock SDNY Case”) and the other
in the Superior Court of California, Orange County (the “BlackRock California Case”). Pursuant to a settlement among
the parties, the BlackRock SDNY Case was dismissed on December 6, 2018, and the BlackRock California Case was dismissed on January 11,
2019.
On September 27, 2017, DBTCA was added as a defendant to a case brought by
certain special purpose entities including Phoenix Light SF Limited in the U.S. District Court for the Southern District of New York,
in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all forty-three of the trusts at issue. On September
27, 2017, plaintiffs filed a third amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for
one of the forty-three trusts at issue. DBNTC serves as trustee for the other forty-two trusts at issue. Plaintiffs’ third amended
complaint brings claims for violation of the U.S. Trust Indenture Act of 1939 (“TIA”); breach of contract; breach of
fiduciary duty; negligence and gross negligence; violation of New York’s Streit Act; and breach of the covenant of good faith. However,
in the third amended complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs’
TIA Act claims, negligence and gross negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and certain
theories of plaintiffs’ breach of contract claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffs
allege damages of “hundreds of millions of dollars.” On November 13, 2017, DBNTC and DBTCA filed an answer to the third amended
complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, plaintiffs, jointly with
Commerzbank AG (see description of Commerzbank case below), filed a motion for partial summary judgment. On October 27, 2021, DBNTC
and DBTCA filed a supplemental motion for summary judgment relating to plaintiffs’ standing. On February 8, 2022, the court issued
an order in which it granted DBNTC and DBTCA’s supplemental motion for summary judgment, granted in part DBNTC and DBTCA’s
initial motion for summary judgment, and denied plaintiffs’ motion for partial summary judgment. As a result of that order, all
of plaintiffs’ claims were dismissed with prejudice.
On November 30, 2017, DBTCA was added as a defendant to a case brought by
Commerzbank AG (“Commerzbank”) in the U.S. District Court for the Southern District of New York, in which Commerzbank
previously alleged incorrectly that DBNTC served as trustee for all fifty of the trusts at issue. On November 30, 2017, Commerzbank filed
a second amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for one of the fifty trusts at
issue. DBNTC serves as trustee for the other forty-nine trusts at issue. Commerzbank’s second amended complaint brings claims for
violation of the TIA; breach of contract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant
of good faith. However, in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added to the case, the court
dismissed Commerzbank’s TIA claims for the trusts governed by pooling and servicing agreements, as well as its Streit Act claims
and claims for breach of the covenant of good faith, and Commerzbank only includes these claims to preserve any rights on appeal. The
second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollars in losses,”
but the complaint does not include a demand for money damages in a sum certain. On January 29, 2018, DBNTC and DBTCA filed an answer to
the second amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank,
jointly with the Phoenix Light plaintiffs, filed a motion for partial summary judgment. On February 8, 2022, the court issued an order
in which it granted in part DBNTC and DBTCA’s motion for summary judgment and denied plaintiffs’ motion for partial summary
judgment. As a result of that order, many of plaintiffs’ claims and theories were dismissed with prejudice. Discovery is ongoing.
On December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche
Industriebank A.G. (collectively, “IKB”), as an investor in thirty-seven RMBS trusts, filed a summons with notice in
the Supreme Court of the State of New York, New York County, against DBNTC and DBTCA as trustees of the trusts. On May 27, 2016, IKB served
its complaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, violation
of the Streit Act, violation of the TIA, violation of Regulation AB, and violation of Section 9 of the Uniform Commercial Code. IKB alleges
that DBNTC and DBTCA are liable for over U.S. $268 million in damages. On October 5, 2016, DBNTC and DBTCA, together with several other
trustees defending lawsuits by IKB, filed a joint motion to dismiss. On January 6, 2017 and June 20, 2017, IKB voluntarily dismissed with
prejudice all claims as to seven trusts. On January 27, 2021, the court granted in part and denied in part DBNTC and DBTCA’s motion
to dismiss. The court granted the motion to dismiss with respect to IKB’s claims for violations of the Streit Act, Regulation AB,
and Section 9 of the Uniform Commercial Code, as well as certain aspects of IKB’s claims for breach of contract, breach of fiduciary
duty, and violation of the TIA. The court denied the remainder of the motion to dismiss. IKB’s remaining claims for breach of contract,
breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of the TIA will proceed. On May 10, 2021, DBNTC
and DBTCA filed a notice of appeal with the New York Supreme Court Appellate Division, First Department, regarding certain aspects of
the court’s order on the motion to dismiss. That appeal has been fully briefed. On May 20, 2021, IKB filed a notice of cross appeal
with respect to other aspects of that order. That appeal is being briefed. On June 2, 2021, IKB filed a motion for re-argument regarding
certain aspects of the court’s order on the motion to dismiss, which the court denied on August 3, 2021. On May 13, 2021, DBNTC
and DBTCA filed an answer to the complaint. On October 28, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice
all claims as to seven additional trusts. On December 29, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice
all claims as to one additional trust. Discovery is ongoing.
It is DBTCA’s belief that it has no pending legal proceedings (including,
based on DBTCA’s present evaluation, the litigation disclosed in the foregoing paragraphs) that would materially affect its ability
to perform its duties under the related servicing agreement for this transaction.
U.S. Bank National Association (“U.S. Bank”) and other
large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed
securities (“RMBS”) trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank and similar
institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and
servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’
purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties,
notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and
abide by a heightened standard of care following alleged events of default.
U.S. Bank denies liability and believes that it has performed its obligations under
the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has
contested and intends to continue contesting the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to the outcome
of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.
On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory
trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a
lawsuit in the Delaware Court of Chancery against U.S. Bank National Association (“U.S. Bank”) in its capacities as
indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect
to the DSTs and the Student Loans. This lawsuit is captioned National Collegiate Student Loan Master Trust I v. U.S. Bank National
Ass’n, C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018,
alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of
the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have made
assertions against U.S. Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in
the NCMSLT Action.
U.S. Bank has filed a motion seeking dismissal of the operative complaint in its
entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other
prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should
be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020, the Court entered an order consolidating for
pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student
Loans, which remains pending.
U.S. Bank denies liability in the NCMSLT Action and believes it has performed
its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the
agreements governing the DSTs and that it has meritorious defenses. It has contested and intends to continue contesting the plaintiffs’
claims vigorously.
In December 2014, Phoenix Light SF Limited and certain related entities and
the National Credit Union Administration (“NCUA”) filed complaints in the United States District Court for the Southern
District of New York against Wells Fargo Bank, alleging claims against Wells Fargo Bank in its capacity as trustee for a number of residential
mortgage-backed securities trusts. Complaints raising similar allegations have been filed by Commerzbank AG in the Southern District of
New York and by IKB International and IKB Deutsche Industriebank in New York state court. In each case, the plaintiffs allege that Wells
Fargo Bank, as trustee, caused losses to investors, and plaintiffs assert causes of action based upon, among other things, the trustee’s
alleged failure to notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties,
notify investors of alleged events of default, and abide by appropriate standards of care following alleged events of default. Wells Fargo
Bank previously settled two class action lawsuits with similar allegations that were filed in November 2014 and December 2016 by institutional
investors in the Southern District of New York and New York state court, respectively. In addition, Park Royal I LLC and Park Royal II
LLC have filed complaints in New York state court alleging Wells Fargo Bank, N.A., as trustee, failed to take appropriate actions upon
learning of defective mortgage loan documentation. In March 2021, the Company entered into an agreement to resolve the case filed by the
NCUA.
In addition to the foregoing cases, in August 2014 and August
2015 Nomura Credit & Capital Inc. (“Nomura”) and Natixis Real Estate Holdings, LLC (“Natixis”)
filed a total of seven third-party complaints against Wells Fargo Bank in New York state court. In the underlying first-party actions,
Nomura and Natixis have been sued for alleged breaches of representations and warranties made in connection with residential mortgage-backed
securities sponsored by them. In the third-party actions, Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primary
servicer or securities administrator, failed to notify Nomura and Natixis of their own breaches, failed to properly oversee the primary
servicers, and failed to adhere to accepted servicing practices. Natixis additionally alleges that Wells Fargo Bank failed to perform
default oversight duties. Wells Fargo Bank has asserted counterclaims alleging that Nomura and Natixis failed to provide Wells Fargo Bank
notice of their representation and warranty breaches.
With respect to each of the foregoing litigations, Wells Fargo Bank believes
plaintiffs’ claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome
of the litigations or the possible impact of the litigations on Wells Fargo Bank or the related RMBS trusts.
Item 1119 of Regulation AB, Affiliations and Certain Relationships
and Related Transactions.
The information regarding this Item has been previously provided in a prospectus
supplement of the Registrant relating to the issuing entity filed on September 27, 2013 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments of compliance with respect to the mortgage loans are attached
hereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to the Pooling and Servicing Agreement incorporated by
reference as Exhibit 4.1 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function
for the transaction responsible for each applicable servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments of compliance with respect to the 15 MetroTech Center Mortgage
Loan, which is being serviced and administered pursuant to the pooling and servicing agreement for the MSBAM 2013-C12 Transaction, are
attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule X to the pooling and servicing agreement for the
MSBAM 2013-C12 Transaction incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart identifying the entities
participating in a servicing function for the MSBAM 2013-C12 Transaction responsible for each applicable servicing criteria set forth
in Item 1122(d).
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached as Exhibits to this Annual
Report on Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following is a list of documents filed as part of this Annual Report
on Form 10-K:
(1) Not applicable
(2) Not applicable
(3) See below
| 4.1 | Pooling and Servicing Agreement, dated as
of September 1, 2013, by and among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, U.S. Bank National Association,
as Trustee, Deutsche Bank Trust Company Americas, as Certificate Administrator, Paying Agent and Custodian, and Park Bridge Lender Services
LLC, as Operating Advisor (filed as Exhibit 4 to the registrant’s Current Report on Form 8-K filed on September 27, 2013 under Commission
File No. 333-184376-07 and incorporated by reference herein). |
| 4.2 | Pooling and Servicing Agreement, dated as of
October 1, 2013, by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust
Advisor, U.S. Bank National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Certificate
Registrar, Authenticating Agent and Custodian (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K/A filed on February
25, 2014 under Commission File No. 333-184376-07 and incorporated by reference herein). |
| 33 | Reports on assessment of compliance with servicing criteria for asset-backed securities. |
| 33.3 | U.S. Bank National Association, as Trustee (Omitted. See Explanatory Notes.) |
| 33.8 | CWCapital Asset Management LLC, as Special Servicer of the 15 MetroTech Center Mortgage Loan on and after June 24, 2021 (Omitted.
See Explanatory Notes.) |
| 33.9 | U.S. Bank National Association, as Trustee of the 15 MetroTech Center Mortgage Loan (Omitted. See Explanatory Notes.) |
| 34 | Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. |
| 34.3 | U.S. Bank National Association, as Trustee (Omitted. See Explanatory Notes.) |
| 34.8 | CWCapital Asset Management LLC, as Special Servicer of the 15 MetroTech Center Mortgage Loan on and after June 24, 2021 (Omitted.
See Explanatory Notes.) |
| 34.9 | U.S. Bank National Association, as Trustee of the 15 MetroTech Center Mortgage Loan (Omitted. See Explanatory Notes.) |
| 35 | Servicer compliance statements. |
| 35.4 | Wells Fargo Bank, National Association, as Primary Servicer of the 15 MetroTech Center Mortgage Loan (Omitted. See Explanatory Notes.) |
| 35.6 | CWCapital Asset Management LLC, as Special Servicer of the 15 MetroTech Center Mortgage Loan on and after June 24, 2021 (Omitted.
See Explanatory Notes.) |
(b) The exhibits required to be
filed by the Registrant pursuant to Item 601 of Regulation S-K are listed above.
(c) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Deutsche Mortgage & Asset Receiving Corporation
(Depositor)
/s/ Helaine M. Kaplan
Helaine M. Kaplan, President
(senior officer in charge of securitization of the depositor)
Date: March 17, 2022
/s/ Matt Smith
Matt Smith, Director
Date: March 17, 2022
